Kodak 2009 Annual Report Download - page 243

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Article 13 – Dividend and Dividend Equivalent
The Committee may choose, at the time of the grant of an Award or any time thereafter up to the time of the Award’s payment, to include
as part of such Award an entitlement to receive cash dividends or dividend equivalents, subject to such terms, conditions, restrictions
and/or limitations, if any, as the Committee may establish. Dividends and dividend equivalents shall be paid in such form and manner (i.e.,
lump sum or installments), and at such time(s) as the Committee shall determine in accordance with Section 409A, to the extent
applicable. All dividends or dividend equivalents, which are not paid currently, may, at the Committee’s discretion, accrue interest or be
reinvested into additional shares of Common Stock subject to the same vesting or performance conditions as the underlying Award.
Notwithstanding anything herein to the contrary, dividend equivalents will not be paid to Participants in respect of unvested Performance
Awards during the applicable Performance Cycle; provided, however, that such dividends may accrue during the Performance Cycle and
be paid as and when the underlying Performance Awards are earned and paid.
Article 14 – Deferral of Awards
At the discretion of the Committee, payment of any Award (other than any Stock Options or SARs), dividend, or dividend equivalent, or any
portion thereof, may be deferred by a Participant until such time as the Committee may establish in accordance with Section 409A and
other applicable federal income tax requirements. All such deferrals shall be accomplished by the delivery of a written, irrevocable election
by the Participant prior to the time established by the Committee for such purpose, on a form provided by the Company. Further, all
deferrals shall be made in accordance with administrative guidelines established by the Committee to ensure that such deferrals comply
with Section 409A and all other applicable requirements of the Code. Deferred payments shall be paid in a lump sum or installments, as
determined by the Committee in accordance with the requirements of Section 409A. Deferred Awards may also be credited with interest, at
such rates to be determined by the Committee, and, with respect to those deferred Awards denominated in the form of Common Stock,
with dividends or dividend equivalents.
Article 15 – Change in Control
15.1 Treatment of Non-Continued Awards
Notwithstanding any provision contained in the Plan, including, but not limited to, Section 4.4, the provisions of this Article 15 shall control
over any contrary provision. Except as otherwise set forth in Section 15.6, upon a Change in Control: (i) the terms of this Article 15 shall
immediately become operative, without further action or consent by any person or entity unless otherwise expressly set forth in an Award
Notice or administrative guide, (ii) all terms, conditions, restrictions, and limitations in effect on any unexercised, unearned, unpaid, and/or
deferred Award in each case, other than Performance Awards, or any other outstanding Award, shall immediately lapse as of the date of
such event; (iii) no other terms, conditions, restrictions and/or limitations shall be imposed upon any Awards on or after such date, and in
no circumstance shall an Award be forfeited on or after such date; and (iv) except as set forth in Section 15.3 and/or in those instances
where a prorated Award is required to be paid under this Article 15, all unexercised, unvested, unearned, and/or unpaid Awards or any
other outstanding Awards shall automatically become one hundred percent (100%) vested immediately. Notwithstanding the foregoing, the
treatment described in this Section 15.1 shall not apply to any Award to the extent that such treatment would violate Section 409A unless
the Change in Control event also qualifies as a Section 409A Change in Control, in which event the treatment described in this Section
15.1 shall further apply to such Award to the extent such treatment would not violate Section 409A.
15.2 Dividends and Dividend Equivalents
Except as otherwise set forth in Section 15.6, upon a Change in Control, all unpaid dividends and dividend equivalents and all interest
accrued thereon, if any, shall be treated and paid under this Article 15 in the identical manner and time as the Award under which such
dividends or dividend equivalents have been credited. For example, if upon a Change in Control, an Award under this Article 15 is to be
paid in a prorated fashion, all unpaid dividends and dividend equivalents with respect to such Award shall be paid according to the same
formula used to determine the amount of such prorated Award. Notwithstanding the foregoing, if such dividends or dividend equivalents
are subject to Section 409A and the treatment described by this Section 15.2 would violate Section 409A, then the treatment described in
this Section 15.2 shall not apply to the extent such treatment would violate Section 409A unless the Change in Control event also qualifies
as a Section 409A Change in Control, in which event the treatment described in this Section 15.2 shall further apply to such dividends and
dividend equivalents to the extent such treatment would not violate Section 409A. Any payment of unpaid dividends and dividend
equivalents pursuant to this Section 15.2 shall be made as soon as practicable following the Change in Control event, but in no event later
than ninety (90) days thereafter.
15.3 Valuation and Payment of Awards; Treatment of Performance Awards
Except as otherwise set forth in Section 15.6, upon a Change in Control, any Participant, whether or not he or she is still employed by the
Company, shall be paid, in a single lump-sum cash payment, as soon as practicable but in no event later than ninety (90) days after the
Change in Control, in exchange for all of his or her Freestanding SARs, Stock Options (including Incentive Stock Options), Other Stock-
Based Awards, Restricted Stock Awards and Restricted Stock Unit Awards, and all other outstanding Awards (including those granted by
the Committee pursuant to its authority under Subsection 4.2(o) hereof), other than Performance Awards, a cash payment (or the delivery
of shares of stock, other securities or a combination of cash, stock and securities equivalent to such cash payment) equal to the difference,
if any, between the Change in Control Price and the purchase price per share, if any, under the Award multiplied by the number of shares
of Common Stock subject to such Award; provided that if such product is zero or less, the Awards will be cancelled and terminated without